2013 Annual Report - Investor Relations - Darden Restaurants

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Management’s Discussion and Analysisof Financial Condition and Results of OperationsDardenOur fixed-charge coverage ratio, which measures the number of times eachyear that we earn enough to cover our fixed charges, amounted to 3.7 times and5.0 times, on a continuing operations basis, for the fiscal years ended May 26, 2013and May 27, 2012, respectively. Our adjusted debt to adjusted total capital ratio(which includes 6.25 times the total annual minimum rent of $164.3 million and$136.6 million for the fiscal years ended May 26, 2013 and May 27, 2012, respectively,as components of adjusted debt and adjusted total capital) was 65 percentand 62 percent at May 26, 2013 and May 27, 2012, respectively. We include thelease-debt equivalent and contractual lease guarantees in our adjusted debt toadjusted total capital ratio reported to shareholders, as we believe its inclusionbetter represents the optimal capital structure that we target from period toperiod and because it is consistent with the calculation of the covenant underour Revolving Credit Agreement.Based on these ratios, we believe our financial condition is strong. Thecomposition of our capital structure is shown in the following table.May 26, May 27,(In millions, except ratios) 2013 2012CAPITAL STRUCTUREShort-term debt $ 164.5 $ 262.7Current portion long-term debt – 350.0Long-term debt, excluding unamortized discounts 2,501.9 1,459.1Capital lease obligations 54.4 56.0Total debt $2,720.8 $2,127.8Stockholders’ equity 2,059.5 1,842.0Total capital $4,780.3 $3,969.8CALCULATION OF ADJUSTED CAPITALTotal debt $2,720.8 $2,127.8Lease-debt equivalent 1,026.9 853.8Guarantees 4.2 5.4Adjusted debt $3,751.9 $2,987.0Stockholders’ equity 2,059.5 1,842.0Adjusted total capital $5,811.4 $4,829.0CAPITAL STRUCTURE RATIOSDebt to total capital ratio 57% 54%Adjusted debt to adjusted total capital ratio 65% 62%Net cash flows provided by operating activities from continuing operationswere $949.5 million, $762.2 million and $894.7 million in fiscal 2013, 2012and 2011, respectively. Net cash flows provided by operating activities includenet earnings from continuing operations of $412.6 million, $476.5 million and$478.7 million in fiscal 2013, 2012 and 2011, respectively. Net cash flows providedby operating activities from continuing operations increased in fiscal 2013 primarilydue to the timing of inventory purchases as a result of our strategy initiated infiscal 2012 to take ownership of our inventory earlier in the supply chain to ensurea more secure and efficient supply of inventory to our restaurants. Net cash flowsprovided by operating activities reflect income tax payments of $98.5 million,$123.5 million and $126.4 million in fiscal 2013, 2012 and 2011, respectively.The lower tax payments in fiscal 2013, as compared with tax payments in fiscal2012 and 2011, primarily relates to the recognition of tax benefits related to thetiming of deductions for fixed-asset related expenditures and the application ofthe overpayment of income taxes in prior years to fiscal 2013 tax liabilities.Net cash flows used in investing activities from continuing operations were$1,290.4 million, $721.6 million and $552.7 million in fiscal 2013, 2012 and 2011,respectively. Net cash flows used in investing activities from continuing operationsincluded capital expenditures incurred principally for building new restaurants,remodeling existing restaurants, replacing equipment, and technology initiatives.Capital expenditures related to continuing operations were $685.6 millionin fiscal 2013, compared to $639.7 million in fiscal 2012 and $547.7 million infiscal 2011. The increasing trend of expenditures in fiscal 2013 and 2012 resultsprimarily from increases in remodel and new restaurant activity over the pasttwo years. Additionally, net cash used in the acquisitions of Yard House in fiscal2013 and Eddie V’s in fiscal 2012 was $577.4 million and $58.5 million, respectively.Net cash flows provided by financing activities from continuing operationswere $355.4 million in fiscal 2013, compared to net cash flows used in financingactivities from continuing operations of $40.4 million and $521.0 million in fiscal2012 and 2011, respectively. During fiscal 2013, we closed on the issuance of$300.0 million of senior notes, received funding from a $300.0 million term loanand completed the offering of $450.0 million of senior notes, resulting in netproceeds of $445.3 million, which were used to effectively refinance the$350.0 million of long-term notes that we repaid at maturity during fiscal 2013.Repayments of long-term debt were $355.9 million, $2.1 million and $226.8 millionin fiscal 2013, 2012 and 2011, respectively. Net repayments of short-term debtwere $98.1 million in fiscal 2013 while net proceeds from the issuance of short-termdebt were $77.2 million and $185.5 million in fiscal 2012 and 2011, respectively.For fiscal 2013, net cash flows used in financing activities included our repurchaseof 1.0 million shares of our common stock for $52.4 million, compared to 8.2 millionshares of our common stock for $375.1 million in fiscal 2012 and 8.6 millionshares of our common stock for $385.5 million in fiscal 2011. As of May 26, 2013,our Board of Directors had authorized us to repurchase up to 187.4 million sharesof our common stock and a total of 171.9 million shares had been repurchasedunder the authorization. The repurchased common stock reduces stockholders’equity. As of May 26, 2013, our unused authorization was 15.5 million shares.We received proceeds primarily from the issuance of common stock upon theexercise of stock options of $64.4 million, $70.2 million and $63.0 million in fiscal2013, 2012 and 2011, respectively. Net cash flows used in financing activities alsoincluded dividends paid to stockholders of $258.2 million, $223.9 million and$175.5 million in fiscal 2013, 2012 and 2011, respectively. The increase in dividendpayments reflects the increase in our annual dividend rate from $1.28 per sharein fiscal 2011, to $1.72 per share in fiscal 2012 and to $2.00 per share in fiscal2013. In June 2013, our Board of Directors approved an increase in the quarterlydividend to $0.55 per share, which indicates an annual dividend of $2.20 pershare in fiscal 2014.28 Darden Restaurants, Inc. 2013 Annual Report
Management’s Discussion and Analysisof Financial Condition and Results of OperationsDardenOur defined benefit and other postretirement benefit costs and liabilities aredetermined using various actuarial assumptions and methodologies prescribedunder FASB ASC Topic 715, Compensation – Retirement Benefits and Topic 712,Compensation – Nonretirement Postemployment Benefits. We use certainassumptions including, but not limited to, the selection of a discount rate,expected long-term rate of return on plan assets and expected health care costtrend rates. We set the discount rate assumption annually for each plan at itsvaluation date to reflect the yield of high-quality fixed-income debt instruments,with lives that approximate the maturity of the plan benefits. At May 26, 2013,our discount rate was 4.6 percent and 4.7 percent, respectively, for our definedbenefit and postretirement benefit plans. The expected long-term rate of returnon plan assets and health care cost trend rates are based upon several factors,including our historical assumptions compared with actual results, an analysis ofcurrent market conditions, asset allocations and the views of leading financialadvisers and economists. Our assumed expected long-term rate of return on planassets for our defined benefit plan was 9.0 percent for each of the fiscal yearsreported. At May 26, 2013, the expected health care cost trend rate assumed forour postretirement benefit plan for fiscal 2014 was 7.1 percent. The rate graduallydecreases to 5.0 percent through fiscal 2021 and remains at that level thereafter.We made plan contributions of approximately $2.4 million, $22.2 million and$12.9 million in fiscal years 2013, 2012 and 2011, respectively.The expected long-term rate of return on plan assets component of our netperiodic benefit cost is calculated based on the market-related value of planassets. Our target asset fund allocation is 40 percent U.S. equities, 35 percenthigh-quality, long-duration fixed-income securities, 20 percent internationalequities and 5 percent real estate securities. We monitor our actual asset fundallocation to ensure that it approximates our target allocation and believe that ourlong-term asset fund allocation will continue to approximate our target allocation.In developing our expected rate of return assumption, we have evaluated theactual historical performance and long-term return projections of the plan assets,which give consideration to the asset mix and the anticipated timing of thepension plan outflows. We employ a total return investment approach wherebya mix of equity and fixed income investments are used to maximize the long-termreturn of plan assets for what we consider a prudent level of risk. Our historical10-year, 15-year and 20-year rates of return on plan assets, calculated using thegeometric method average of returns, are approximately 9.5 percent, 8.0 percentand 9.4 percent, respectively, as of May 26, 2013.We have recognized net actuarial losses, net of tax, as a component ofaccumulated other comprehensive income (loss) for the defined benefit plans andpostretirement benefit plan as of May 26, 2013 of $69.0 million and $1.3 million,respectively. These net actuarial losses represent changes in the amount of theprojected benefit obligation and plan assets resulting from differences in theassumptions used and actual experience. The amortization of the net actuarialloss component of our fiscal 2014 net periodic benefit cost for the definedbenefit plans and postretirement benefit plan is expected to be approximately$9.1 million and $0.0 million, respectively.We believe our defined benefit and postretirement benefit plan assumptionsare appropriate based upon the factors discussed above. However, other assumptionscould also be reasonably applied that could differ from the assumptions used.A quarter-percentage point change in the defined benefit plans’ discount rate andthe expected long-term rate of return on plan assets would increase or decreaseearnings before income taxes by $0.6 million and $0.5 million, respectively. Aquarter-percentage point change in our postretirement benefit plan discountrate would increase or decrease earnings before income taxes by $0.1 million. Aone-percentage point increase in the health care cost trend rates would increasethe accumulated postretirement benefit obligation (APBO) by $6.6 million atMay 26, 2013 and the aggregate of the service cost and interest cost componentsof net periodic postretirement benefit cost by $0.5 million for fiscal 2013. A onepercentagepoint decrease in the health care cost trend rates would decreasethe APBO by $5.2 million at May 26, 2013 and the aggregate of the service costand interest cost components of net periodic postretirement benefit cost by$0.4 million for fiscal 2013. These changes in assumptions would not significantlyimpact our funding requirements. We expect to contribute approximately$0.4 million to our defined benefit pension plans and approximately $0.7 millionto our postretirement benefit plan during fiscal 2014.We are not aware of any trends or events that would materially affect ourcapital requirements or liquidity. We believe that our internal cash-generatingcapabilities, the potential issuance of unsecured debt securities under our shelfregistration statement and short-term commercial paper should be sufficient tofinance our capital expenditures, debt maturities, stock repurchase program andother operating activities through fiscal 2014.OFF-BALANCE SHEET ARRANGEMENTSWe are not a party to any off-balance sheet arrangements that have, or arereasonably likely to have, a current or future material effect on our financialcondition, changes in financial condition, sales or expenses, results of operations,liquidity, capital expenditures or capital resources.Darden Restaurants, Inc. 2013 Annual Report 29
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Page 7 and 8: ConvenienceOur guests lead busy liv
Page 9 and 10: • Total sales growth from continu
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Page 13 and 14: What We Bringto the New Era...
Page 15 and 16: Red LobsterRed Lobster is focusing
Page 17 and 18: Bahama BreezeBahama Breeze is well-
Page 19 and 20: Restaurant Support CenterEmployees
Page 21 and 22: 18Management’sDiscussion and Anal
Page 23: Management’s Discussion and Analy
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Page 31: Management’s Discussion and Analy
Page 37 and 38: Report of Independent Registered Pu
Page 39 and 40: Management’s Consolidated Discuss
Page 41 and 42: Consolidated Statements of Changes
Page 43 and 44: Notes to Consolidated Financial Sta
Page 71 and 72: Board of DirectorsClarence Otis, Jr
Page 73 and 74: Shareholder InformationCompany Addr

2013 Annual Report - Investor Relations - Darden Restaurants

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